The Trouble With Changelings
by Ziggy05
Summary: When the changelings find a small unicorn filly among the rubble of a recently destroyed city they raise him. On one mission as a young stallion however, he falls into a river and awakes to find himself in ponyville. Will twilight and her friends be able to tame the hatred in him? Meanwhile, Celestia faces troubles of her own as queen chrysalis's rule grows wider and wider.
1. Chapter 1

It had been a long day. The changelings had just finished off destroying their most recent city. This one was going to be converted into a breeding ground for the changelings. Besides, what could Celestia do? They'd be back in their land again before she could bat an eyelid and she couldn't touch them. Ha ha, princess Celestia.

"Boss, we found something. Or more namely... someone." A small changeling poked the bundle with one hoof. It felt soft and warm and it had a pulse. He had found it beneath a large heap of rubble and he thought it was lucky it had not been crushed or suffocated. The creature was light blue with a dark blue mane and grey eyes. It had a little horn at the top of its head.

"Someone? Just kill them and get it over with." The commander barked.

"S-sir... If you will, I think its a... unicorn filly."

The commander rose an eye. "So?"

"If its a filly, perhaps we could... train it, to serve us instead of those pony folk? After all... it will have no memory of this place by the time it is old enough to serve us."

"You cannot be sure of that, Flipper." Commander Fang growled. He was so called as one fang was larger then the other.

"If it does not serve us, we can easily dispose of it." Flipper smiled wickedly. "Queen chrysalis herself can do the honors."

"The queen will most likely be displeased with us bringing such a parasite back with us. She will harm us- or at least _you. _For all you know, she'll kill us- or banish us!" Commander Fang snapped.

"Then just tell her what I told you. She can kill it if she wishes. Say I only brought it back for the possible good of the nest- unicorn ponies have powerful magic if they are raised well. That will be the truth. It is not worth killing us over something so insignificant." Flipper pointed out.

Commander Fang stood his ground. "She will not think of it as 'insignificant' and she will stand for no such defiance. I don't know why I'm letting you talk back to me. I could snap that things neck and be done with it. But..." He sat with an agitated groan and rolled his eyes. "Fine, bring it back with us. But you will take full credit for it."

Flipper didn't celebrate, didn't move. He just sat and stared at the unicorn. He didn't feel anything for the filly. No remorse, no love, no sympathy and he wasn't lying when he said he was doing this only for the good of the nest. Blinking emotionlessly, he picked it up by the scruff and the large black swarm began to leave from the devastated area.


	2. Chapter 2

Celestia stared at shock at the rubble around her. Her majestic composure nearly faltered when she saw what had become of Fillydelphia. At the sake of her subjects, she had gone to investigate herself.

"Changelings your majesty." Shining Armour approached her, bowing. "They destroyed the whole city. We cannot find any trace of life left."

Celestia looked forlorn. "Isn't there anything we can do?" She asked. "Surely there must be something- A sign of some life?"

Shining armour shook his head. "I'm sorry your majesty. The unicorn guards have checked for signals with their magic thrice now. We have done everything we could."

Celestia looked almost helpless. "I-I just don't-" her voice cracked as if she was about to cry. She took control of herself however and stood up tall. "First Bridlehem and now Fillydelphia? I fear for Canterlot, Shining Armour. I fear for Cloudsdale. I fear for ponyville."

"How about the elements of harmony?" Shining Armour said. "Surely twily and her friends can do something about Queen Chrysalis?"

Celestia sighed. "I wish it were that simple, Shining Armour. If I would, I could. But the changelings and their Queen have their land shrouded in a dark, corrupt spell, formed over thousands of years of hatred and demise- anypony who entered would grow depressed and anxious until they snapped and although Twilight is sharp and strong of mind, I fear that even with aid of my magic she would not be able to enter without feeling the effects of the spell."

Shining Armour dipped his head. "I wouldn't want you to endanger my little sister. Couldn't you plan where the changelings are going to strike next? You could plant spies in every city."

"They'd strike suddenly. There'd be no hint they were coming," Celestia said sternly. "And I am not, under any circumstances endangering more lives to maybe- _maybe _get a _sliver _of information out of this."

Shining Armour winced to hear his princess speak so harshly to him. "I-I'm sorry, Princess, I-

Celestia sighed and draped one wing over Shining Armour. "Don't be sorry. This is just getting to me, Shining Armour. You know how much I care for Luna and I and our kingdom."

Shining Armour didn't speak. Suddenly, a unicorn cried out from across the clearing. Celestia and Shining turned just in time to see the last slivers of smoke as a guard morphed into a changeling. It let out a hiss and went for the nearest guard, clamping its teeth into their throat.

"Kill it! Send it back to its evil lands!" One pony yelled. He fired his horn at it but the changeling leapt out of the way.

"This is our home, worthless ponies." He snickered. "We won it fair and square."

"What could _you _possibly want with our cities? Aren't your own stinkin' lands enough? You've killed every mare, stallion, colt and filly in this city! You've burnt down _every last building!" _Shining Armour cried.

The changeling rolled his eyes apathetically. "You think I care about a few pony lives? Once we changelings tidy this mess up, it'll become a new changeling _breeding ground._" He smiled evilly. "So I'd leave if I were you- before some larvae decide you look like a tasty treat."

The guards stared at Shining Armour, waiting for orders. "Celestia?" Shining Armour murmured. "What should we do?"

"Retreat. More lives will not be lost here today."

"You heard the princess!" Shining armour turned to his guards. "Lets go." On que, the guards lined up orderly and followed shining out of the rubble as the first slivers and hisses of changeling larvae could be heard. Shining Armour couldn't believe that they'd turn Fillydelphia- one of the greatest cities of Equestria- into a breeding ground. It disgusted him.


	3. Chapter 3

"Queen Chrysalis." Flipper bowed to his queen, who stared apathetically down at him.

"What do you require of me, Flipper?" She rolled her eyes, which were locked on the small bundle in his jaws. "What is that?"

Flipper put the unicorn filly in front of his queen and explained how he had found it in the rubble of Fillydelphia. When Chrysalis's lips pulled back into a hiss, he went on. "Just think of it Chrysalis. Unicorn magic is powerful. If we can get it to serve us, we'd have more control over Celestia then ever! It can be killed easily, I assure you and I only brought it here for the possible good of the nest."

Queen Chrysalis seemed reluctant to react. "No changeling has ever brought such a loathesome creature into our lands," the queen spat. "I'm sure you are aware of this?"

"Y-yes..." Flipper said. "You may punish me as you see fit, Queen." He bowed once again.

"Get up!" Chrysalis spat. Flipper got to his feet immediately. She rose from her throne and began to circle him threateningly, staring down at him like he was beneath her. "Yes. Indeed, a punishment is in order. We will keep the _child_. And, as punishment, _you _may be his carer. You will provide him with the appropriate food and water he needs to stay alive and _you _will train him in dark magic, as you seem so eager to do." The corners of Chrysalis's mouth turned up into a grimace.

"P-ponies don't feed on hatred like we do," Flipper stammered. "We changelings feed on each others hatred- he will not be able to share."

Chrysalis scoffed. "A little slow, are we?"

"B-but what do I give him?" Flipper asked.

"Then you _leave _the nest and you GET him food, _fool!" _Chrysalis roared. "Or are you such a parasite that you _cling_ to us like a dog to a bone?" Flipper shook his head rapidly. "If that's so, then in the name of Tartarus, get out of my castle!" Flipper left in a hurry, the unicorn filly swinging from his jaws.

He reached the nesting chamber and scanned the massive glowing balls of green sap that hung from the top of the ceiling. At least of half of them had still shapes within them and several more were on the grown and stuck to the walls. He found his and opened it with his horn. He put the baby in first and then climbed in, shutting the sap ball behind him, feeling his body go into stasis.


	4. Chapter 4

**4 years later**

"There's been another attack, your majesty." The guard before Celestia, Shimmer Shield, bowed.

"Where abouts?" Celestia asked. Since the city of Fillydelphia and Bridleham had been reduced to ashes, Celestia had been doing her best to protect the remaining cities. She had gotten Cadence and Shining Armour to put up protective shields around each one of the cities, like the one they had put around Canterlot on the day of Cadence's wedding.

It had been effective. After this, Shining Armour had convinced Celestia to place one spy in each city. It took the changelings several days to shatter one shield and in that time, the spy could contact Celestia and the mane six to prepare the elements.

"Stalliongrad."

"Did they break through?" Celestia asked.

The white stallion shook his head. "No your majesty. Not this time, although one changeling did manage to get into the city and cause a panic when they took on the appearance of one of the locals."

Celestia gasped. "Did anypony get hurt?"

The guard shook his head. "We intervened before he could do any serious harm, although it did jump one pony. We checked her down for wounds and shes fine."

"The changelings get closer and closer to breaking through that shield every day," Celestia sighed. "I fear that Shining Armour is getting exhausted. I cannot afford to let him rest, however. At this rate, all it will take those monsters is one little push and then... Boom, four years of forced harmony, gone."

The guard looked down, not knowing what to say. "You may go, Shimmer Shield." Celestia mumbled. "Thank you for the report."

The alicorn princess watched him go and then greeted Luna as she walked into the throne room. "Hello, Luna." She said.

"We sense that you are troubled." Luna said. "These changelings are bearing a great weight down on us, sister but we cannot allow it to get in the way of our duties. It will do nothing for us. You should do the same."

"I know the truth in what you speak, sister its just... Shining Armour's powers are weakening."

Luna gasped. "But surely Cadence will-

"Cadence will give him strength for a short while, yes." Celestia broke her sister off. "But she can't help him forever and when they are unable to perform the spell, Chrysalis will win. We are running out of time and I don't even have the beginning of a plan."

"Celestia, Equestria has always prevailed before." Luna pointed out.

"When there were ponies around!" Celestia growled. "Changelings will destroy us, sister. They will kill every equine in this land without mercy. Not even the youngest fillies are safe from those monsters and then their hate will fill the void and not even the elements of harmony will be enough to stop them."


	5. Chapter 5

**Hey. I removed chapter five because I couldn't really think of anyway to continue it with Celestia after that and I'd like to skip ahead to when hes a stallion so we can get onto the actual story. I'm sure you'd all like that also other then them just talking about it. :P Second and probably the last time skip ahead!**

* * *

**Ten years later**

The unicorn, or so he had been named Blackthorn, now a young stallion had become quite adept at dark magic over the years. Weeks upon weeks of sleepless nights and depression left heavy black rings under his eyes and his minty blue coat was grey, his darkened mane hanging down. He served Chrysalis's second squadron which was one rank from the top.

On every mission he went on, he'd see creatures a lot like him, although one thing puzzled him. Every single one of them had a mall little picture on their hide, where as he had nothing. It didn't bother him too much, of course. Besides, they were the enemy.

"Black thorn?" A voice made him look up. One of the messengers was there. "Queen Chrysalis wants you to join the afternoon squadron to Manehatten. We've almost broken through the shield."

"Alright." Blackthorn sighed. He began to walk away from the changeling lands. Several groups of changelings flew overhead as he crossed the meadows and breeding grounds towards the pony nest. It took him a few hours to get there and he was greeted by a large cracked bubble with changelings pounding at its surface.

Blackthorn joined their ranks, bucking at the shield with his powerful hind legs until suddenly... the shield broke. The magic shattered into nothing and then the changelings swarmed in. Stationed guards tore from their places ready to fight, some gasping when they saw the pony among the changeling army.

The changelings leapt the guards in unison, making quick work of most of them. Some teleported out of the way in time, shooting projectiles from their horns. The magic struck some changelings down, but more took there place and others were too busy destroying the buildings to join in the fight.

Blackthorn sent a stream of dark magic crashing into a group of guards. The guards disappeared into a cloud of black smoke. The remaining guards stared wide eyed at the changelings and then at Blackthorn before running. The changelings quickly caught them and finished the last of them off. The changelings proceeded to completely devastate the city until it was a wasteland and then flew back, leaving a few behind to finish surveying the area.

When they reached their lands again, Blackthorn reported to Queen Chrysalis. "We broke the shield." He said.

"Finally!" Queen Chrysalis rose, venom in her voice. "For so many years that fool Shining Armour and his lovey dovey wife have made it _impossible _for us to expand. Now, finally we will show those ponies who their _new _leader is. Before you go, Blackthorn I have one last mission for you." She said. "There is a small outpost near here. It borders the river. I want you to destroy it."

Blackthorn nodded. He left and began off towards the river. It was a ten minute walk until he found the little camp. There were three guards on the look out but he knew he could take them on. He walked towards them. "Halt, citizen." The guards said. "This camp is for assigned guards only."

"Oh, thats too bad. Because after I'm through with this place, it'll be changeling territory." Blackthorn hissed.

The guard's widened their eyes. They had only enough time to get their weapons and horns ready when the sea of black magic obliterated the area. At the same time, however one guard charged up his horn. Blackthorn didn't see the magical thunder until it was too late. He cried out in pain as it hit him just above the ribcage, knocking him down from the shock. He felt himself lose his balance and suddenly water rose up around him, filling his nose mouth and ears. This was the last thing he saw before he fainted.


	6. Chapter 6

"Princess Celestia." Shining Armour raced in through the door. "I have horrible news."

Celestia stood up. "What has happened?" She asked.

"T-the changelings... they've broken through my shield. I-in manehatten." Shining Armour stammered. His hooves were shaking. "And one of our guard outposts is nowhere to be seen."

Celestia dipped her head silently. "Do you have any idea of where they may strike next?" She whispered.

Shining Armour shook his head. "Everypony is in a panic. The ponies ares a riot going on outside as we speak."

"I should go and address them." Celestia sighed. She walked out onto her balcony, followed by the anxious Shining Armour. "My little ponies!" She called out.

"There she is! The one behind all of this!" One pony cried out. A round of boos followed suit.

"I promise you, me and my sister are doing everything we can against this threat. We will protect Equestria at the cost of our own lives if we have to but there just isn't that much we can do." Celestia argued.

"Try harder then!"

"Yeah! Are you going to say that to the ponies in Manehatten or Bridlehem?"

"How about Fillydelphia? We heard they killed every filly, mare and stallion in sight!"

"And your not doing as much as lift a hoof to prevent it!"

"What would you have me do?" Celestia asked. "We have stationed guards in every city, put up protective shields- we have done so much to defend these cities but the threat is just too powerful!"

"Then go into changeling territory!"

"Actually risk your lives for ours!"

"Anything, as long as you save us! Who _knows _which town might be next?"

The crowd broke into screams of protest again until Celestia quietened them down once again. "The changeling lands could easily drive a pony insane from entering, not to mention the numbers would be a million on one."

"You must sacrifice someone for the good of your nation then!"

"We are all going to die!"

Celestia slunk back into her castle. She seemed old and tired. "I can't do this Shining Armor." She said. "I just don't know what to do. You've kept the shields up for so long and now your magic is weakening." She murmured. "I just don't know how I could send the elements into the changeling lands and keep them safe at the same time. After all, they are my only hope and if they got lost in those lands, Equestria would be all the more at the mercy of Queen Chrysalis."

"How about twily? She could do the shields for a little bit." Shining Armor said.

Celestia shook her head. "She could only mimic the spell. Her magic is powerful, yes and the spell probably wouldn't take as much out of her but it would last only a few hours. Its not nearly enough." Celestia said. "I don't want to admit it, Shining but I fear that all of Equestria is doomed."


End file.
